SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BCP CAPITAL, L.P. (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROXIM CORP [ PROX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series C Preferred Stock	10/22/2004		J(1)		53,320	A	(1)	53,320	I	See Footnote(1)
Class A Common Stock	10/22/2004		J(1)		21,866,661	A	(1)	21,866,661	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	10/22/2004		J(1)			400,000	(1)	(2)	Common Stock	(1)	(1)	0	I	See Footnote(1)
Series B Convertible Preferred Stock	(1)	10/22/2004		J(1)			65,413	(1)	(2)	Common Stock	(1)	(1)	0	I	See Footnote(1)
Warrants to purchase Common Stock	$3.0559	10/22/2004		J(1)			1,636,180	(1)	08/05/2007	Common Stock	1,636,180	(1)	0	I	See Footnote(1)
Warrants to purchase Common Stock	$1.46	10/22/2004		J(1)			2,400,000	(1)	12/15/2010	Common Stock	2,400,000	(1)	0	I	See Footnote(1)
Warrants to purchase Common Stock	$1.53	10/22/2004		J(1)			800,000	(1)	12/15/2010	Common Stock	800,000	(1)	0	I	See Footnote(1)

1. Name and Address of Reporting Person* BCP CAPITAL, L.P. (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP CAPITAL QPF, L.P. (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP AFFILIATES FUND LLC (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP GENERAL LLC (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCI HOLDINGS LP (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BV HOLDINGS LLP (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BROOKS STEVEN D (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BACHMANN STEPHEN J (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DENINGER PAUL F (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

	BCP Capital L.P. By: BCP General LLC Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	10/26/2004
	BCP Capital QPF, L.P. By: BCP General LLC Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	10/26/2004
	BCP Affiliates Fund LLC By: BCP Capital Management LLC Its: Manager By: /s/ Steven D. Brooks Steven D. Brooks Managing Director	10/26/2004
	BCP General LLC By: /s/ Steven D. BrooksSteven D. Brooks Managing Director	10/26/2004
	BCI Holdings, L.P. By: BV Holdings LLP Its: General Partner By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact	10/26/2004
	Broadview Holdings LLP By: /s/ Steven D. Brooks Steven D. Brooks Attorney-in-Fact	10/26/2004
	/s/ Steven D. Brooks Steven D. Brooks	10/26/2004
	/s/ Steven D. Brooks Stephen J. Bachmann By: Steven D. Brooks Attorney-in-Fact	10/26/2004
	/s/ Steven D. Brooks Paul F. Deninger By: Steven D. Brooks Attorney-in-Fact	10/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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